Loans Payable | Loans Payable The Company’s loans payable consist of the following (in thousands, except monthly payment): Property/Description Monthly Payment Interest Rate Maturity September 30, 2019 December 31, 2018 Harbor Pointe (1) $ 11,024 5.85 % December 2018 $ — $ 460 Perimeter Square (1) Interest only 6.50 % June 2019 — 6,250 Perimeter Square construction loan (1) Interest only 6.50 % June 2019 — 247 Revere Term Loan $ 109,658 10.00 % April 2019 — 1,059 Senior convertible notes $ 234,199 9.00 % June 2019 — 1,369 DF I-Moyock $ 10,665 5.00 % July 2019 — 73 Rivergate $ 144,937 Libor + 295 basis points December 2019 21,688 22,117 KeyBank Line of Credit (6) $ 250,000 Libor + 350 basis points Various (6) 25,991 52,102 Folly Road $ 32,827 4.00 % March 2020 5,961 6,073 Columbia Fire Station $ 25,452 4.00 % May 2020 4,086 4,189 Shoppes at TJ Maxx $ 33,880 3.88 % May 2020 5,394 5,539 First National Bank Line of Credit $ 24,656 Libor + 300 basis points September 2020 1,271 2,938 Lumber River $ 10,723 Libor + 350 basis points October 2020 1,416 1,448 JANAF Bravo $ 36,935 4.65 % January 2021 6,407 6,500 Walnut Hill Plaza $ 26,850 5.50 % September 2022 3,787 3,868 Twin City Commons $ 17,827 4.86 % January 2023 3,000 3,048 New Market $ 48,747 5.65 % June 2023 6,763 6,907 Benefit Street Note (3) $ 53,185 5.71 % June 2023 7,414 7,567 Deutsche Bank Note (2) $ 33,340 5.71 % July 2023 5,660 5,713 JANAF $ 333,159 4.49 % July 2023 51,021 52,253 Tampa Festival $ 50,797 5.56 % September 2023 8,116 8,227 Forrest Gallery $ 50,973 5.40 % September 2023 8,419 8,529 Riversedge North $ 11,436 5.77 % December 2023 1,775 1,800 South Carolina Food Lions Note (5) $ 68,320 5.25 % January 2024 11,725 11,867 Cypress Shopping Center $ 34,360 4.70 % July 2024 6,297 6,379 Port Crossing $ 34,788 4.84 % August 2024 6,063 6,150 Freeway Junction $ 41,798 4.60 % September 2024 7,761 7,863 Harrodsburg Marketplace $ 19,112 4.55 % September 2024 3,434 3,486 Graystone Crossing (1) $ 20,386 4.55 % October 2024 — 3,863 Bryan Station $ 23,489 4.52 % November 2024 4,414 4,472 Crockett Square Interest only 4.47 % December 2024 6,338 6,338 Pierpont Centre Interest only 4.15 % February 2025 8,113 8,113 Alex City Marketplace Interest only 3.95 % April 2025 5,750 5,750 Butler Square Interest only 3.90 % May 2025 5,640 5,640 Brook Run Shopping Center Interest only 4.08 % June 2025 10,950 10,950 Beaver Ruin Village I and II Interest only 4.73 % July 2025 9,400 9,400 Sunshine Shopping Plaza Interest only 4.57 % August 2025 5,900 5,900 Barnett Portfolio (4) Interest only 4.30 % September 2025 8,770 8,770 Fort Howard Shopping Center Interest only 4.57 % October 2025 7,100 7,100 Conyers Crossing Interest only 4.67 % October 2025 5,960 5,960 Grove Park Shopping Center Interest only 4.52 % October 2025 3,800 3,800 Parkway Plaza Interest only 4.57 % October 2025 3,500 3,500 Winslow Plaza Interest only 4.82 % December 2025 4,620 4,620 JANAF BJ's $ 29,964 4.95 % January 2026 4,985 5,065 Chesapeake Square $ 23,857 4.70 % August 2026 4,373 4,434 Berkley/Sangaree/Tri-County Interest only 4.78 % December 2026 9,400 9,400 Riverbridge Interest only 4.48 % December 2026 4,000 4,000 Franklin Village Interest only 4.93 % January 2027 8,516 8,516 Village of Martinsville $ 89,664 4.28 % July 2029 16,442 — Laburnum Square Interest only 4.28 % September 2029 7,665 — Total Principal Balance (1) 349,085 369,612 Unamortized debt issuance cost (1) (4,300 ) (5,144 ) Total Loans Payable, including assets held for sale 344,785 364,468 Less loans payable on assets held for sale, net loan amortization costs 1,974 4,278 Total Loans Payable, net $ 342,811 $ 360,190 (1) Includes loans payable on assets held for sale, see Note 3. (2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown. (3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park. (4) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons. (5) Collateralized by Clover Plaza, South Square, St. George, Waterway Plaza and Westland Square. (6) Collateralized by Darien Shopping Center, Devine Street, Lake Murray, Litchfield Market Village, Moncks Corner, Shoppes at Myrtle Park, South Lake and St. Matthews (assets held for sale). The various maturity dates are disclosed below within Note 6 under the KeyBank Credit Agreement. KeyBank Credit Agreement On December 21, 2017, the Company entered into an Amended and Restated Credit Agreement to the KeyBank Credit Agreement (the “Amended and Restated Credit Agreement”) for the line of credit with KeyBank (the "KeyBank Line of Credit"). The revolving facility will mature on December 21, 2019, but may be extended at the Company’s option for an additional one -year period, subject to certain customary conditions. The interest rate remains the same at Libor plus 250 basis points based on the Company’s Consolidated Leverage Ratio (as defined in the Amended and Restated Credit Agreement). At December 31, 2018, a $3.83 million over advance (the “Overadvance”) on the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) existed as a result of the 2018 refinancing of six assets off the KeyBank Line of Credit. The Company was to repay the Overadvance of $3.83 million by February 28, 2019 or otherwise properly balance the Borrowing Base Availability. On March 11, 2019, KeyBank extended the time which the Company is to repay the Overadvance to March 31, 2019 or otherwise properly balance the Borrowing Base Availability. On March 19, 2019, the Company made a $850 thousand principal payment. On April 25, 2019, the Company entered into a First Amendment to the Amended and Restated Credit Agreement (the "First Amendment"). In conjunction with the First Amendment, the Company made a $1.00 million principal payment on the KeyBank Line of Credit and began making monthly principal payments of $250 thousand on May 1, 2019. The First Amendment, among other provisions, waived the Overadvance (as defined in the Amended and Restated Credit Agreement) and replaced the Borrowing Base Availability (as defined in the Amended and Restated Credit Agreement) with an interest coverage ratio. Additionally, the KeyBank Line of Credit shall be reduced to $27.00 million by July 31, 2019, $7.50 million by September 30, 2019 and the interest rate increases to Libor plus 350 basis points on August 31, 2019 if the outstanding balance is not below $11.00 million . On June 28, 2019, the Company refinanced the Village of Martinsville collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $15.46 million . On August 1, 2019, the Company refinanced the Laburnum Square collateralized portion of the Amended and Restated Credit Agreement resulting in a paydown of $7.55 million on the KeyBank Line of Credit. As of September 30, 2019, $25.99 million is borrowed on the KeyBank Line of Credit pursuant to the Amended and Restated Credit Agreement, which is collateralized by 8 properties. At September 30, 2019, the outstanding borrowings are accruing interest at 5.54% . The Amended and Restated Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage, interest coverage and debt service coverage ratios as well as a minimum tangible net worth requirement. The Company was in compliance with the financial covenants as of September 30, 2019. The Amended and Restated Credit Agreement also contains certain events of default, and if they occur, may cause KeyBank to terminate the Amended and Restated Credit Agreement and declare amounts owed to become immediately due and payable. As of September 30, 2019, the Company has not received any notice of default under the Amended and Restated Credit Agreement. Revere Term Loan On January 29, 2019, the Company entered into a Sixth Amendment to Loan Documents to the Revere Term Loan (the “Revere Sixth Amendment”). The Revere Sixth Amendment extended the maturity date to April 1, 2019 from February 1, 2019 and created an additional “Exit Fee” of $20 thousand . As of March 31, 2019, the Revere Term Loan was paid in full using proceeds from the following: • $323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019; • $30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019; • $300 thousand in monthly scheduled principal payments; and, • $406 thousand , the remaining principal balance and the $20 thousand Exit Fee on March 29, 2019 from operating cash flows. First National Bank Line of Credit On January 11, 2019, the Company paid $1.51 million on the First National Bank Line of Credit, the portion collateralized by Jenks Plaza, as detailed in Note 3. Perimeter Square Refinance and Construction Loan On January 15, 2019, the Company renewed the promissory notes for $6.25 million and $247 thousand at Perimeter Square. The loans were extended to March 2019 with interest only payments beginning February 15, 2019. The loans bear interest at 6.50% . In April 2019, the Company extended the $6.50 million of Perimeter Square loans to June 5, 2019. On July 12, 2019, the principal balance on the Perimeter Square loans were paid in full with the sale of the property, as detailed in Note 3. Harbor Pointe On February 7, 2019, the principal balance on the Harbor Pointe loan was paid in full with the sale of a 1.28 acre parcel located at the property, as detailed in Note 3. Graystone Crossing On March 18, 2019, the principal balance on the Graystone Crossing loan was paid in full with the sale of the property, as detailed in Note 3. Senior Convertible Notes On June 10, 2019, through scheduled principal and interest payments the senior convertible notes were paid in full. Village of Martinsville Refinance On June 28, 2019, the Company executed a promissory note for $16.50 million for the refinancing of Village of Martinsville at a rate of 4.28% . The loan matures on July 6, 2029 with monthly principal and interest payments of $89,664 . Laburnum Square Refinance On August 1, 2019, the Company executed a promissory note for $7.67 million for the refinancing of Laburnum Square at a rate of 4.28% . The loan is interest only through August 2024 with principal and interest payments of $37,842 beginning in September 2024. The loan matures on September 5, 2029. Loan Covenants Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of September 30, 2019, the Company believes it is in compliance with covenants and is not considered in default on any loans. Debt Maturity The Company’s scheduled principal repayments on indebtedness as of September 30, 2019 , including assets held for sale, are as follows (in thousands, unaudited): For the remaining three months ended December 31, 2019 $ 48,899 December 31, 2020 22,506 December 31, 2021 10,944 December 31, 2022 8,482 December 31, 2023 85,326 December 31, 2024 44,020 Thereafter 128,908 Total principal repayments and debt maturities $ 349,085 The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flows from operating activities and other expected financing sources to meet these needs. In particular, the Company has considered its scheduled debt maturities for the twelve months ending September 30, 2020 of $64.39 million , including $25.99 million on the KeyBank Line of Credit which is collateralized by eight properties within the portfolio. The Company plans to pay this obligation through a combination of refinancings, dispositions and operating cash. Subsequent to September 30, 2019 there was a $7.16 million paydown to the KeyBank Line of Credit in addition to a non-binding modification extending the maturity to June 30, 2020, as discussed in greater detail in Note 12. All loans due to mature are collateralized by properties within the portfolio. Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following: • suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends; • available cash and cash equivalents; • cash flows from operating activities; • refinancing of maturing debt; • possible sale of six undeveloped land parcels; and • sale of additional properties, if necessary. Management is currently working with lenders to refinance certain properties off of the KeyBank Line of Credit in an effort to reduce the balance prior to maturity. The loans are expected to have customary interest rates similar to current loans. They are subject to formal lender commitment, definitive documentation and customary conditions. |